Contract analysis

Section 1. Due Organization and Good Standing The undersigned hereby certifies as follows with respect to the organization and standing of the Company: (a) The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware, and

Section 2. Authorization of PPA Execution The undersigned hereby certifies as follows with respect to the authorization of the Agreement and related transaction documents: (a) The execution, delivery, and performance of the Agreement (including all exhibits, schedules, appendices, and ancillary documents attached thereto or delivered in connection therewith) by the Company have been duly authorized by all necessary l

Section 3. No Conflicts The undersigned hereby certifies that the execution, delivery, and performance by the Company of the Agreement and each of the related transaction documents to which it is a party do not and will not: (a) violate or conflict with, or result in a breach of any provision of, the Company's Certificate of Formation, as currently in effect, or the Company's Limited Liability Company Agreement (as a

Section 4. Truth and Accuracy of Representations and Warranties The undersigned hereby certifies as follows with respect to the representations and warranties of the Company: (a) Each of the representations and warranties made by the Company in the Agreement (including, without limitation, those set forth in Article [__] of the Agreement) is true and correct in all material respects as of the date of the Agreement, a

Section 5. No Default or Event of Default The undersigned hereby certifies as follows: (a) No event has occurred and is continuing, or would result from the execution, delivery, or performance of the Agreement by the Company, that constitutes, or with the giving of notice or lapse of time or both would constitute, a Default or an Event of Default (each as defined in the Agreement) on the part of the Company under the

Section 6. No Litigation The undersigned hereby certifies that there is no action, suit, proceeding, claim, investigation, arbitration, or other legal or administrative proceeding pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against the Company or any of its officers, managers, members, or affiliates (in their capacity as such) before any court, arbitrator, arbitration pane

Section 7. Credit Support The undersigned hereby certifies as follows with respect to the credit support required by the Agreement: (a) The Company has caused to be delivered to the Buyer, concurrently with the execution and delivery of the Agreement, an irrevocable standby letter of credit in the amount of Seven Million Dollars ($7,000,000) (the "Letter of Credit"), issued by Tralvendo National Bank, N.A. for the ac

Section 8. Insurance The undersigned hereby certifies as follows with respect to the insurance coverages required by the Agreement: (a) The Company has obtained, or has arranged for the procurement of, all insurance coverages required to be maintained by the Company pursuant to the Agreement and as described in Exhibit E to the Agreement (Insurance Requirements), and each such insurance policy is in full force and ef

Section 9. Incumbency The undersigned hereby certifies that the following persons are duly elected, appointed, or authorized officers or authorized representatives of the Company as of the date hereof, that each such person holds the title set forth opposite his or her name below, and that the signature set forth opposite each such person's name is the genuine signature of such person. Each such person is duly author

Section 10. Governing Law This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law), consistent with the governing law provisions set forth in the Agreement. IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate